The first real offer is when the question stops being theoretical

An offer arrives on a Thursday afternoon, three pages, non-binding, with a deferred slice tied to next year's EBITDA and a locked box whose effective date has already been chosen for you. You forward it to your accountant, because nobody knows your numbers better. The tax answer comes back inside the hour, followed by the honest observation that the rest is not their trade. That is the afternoon the choice between an investment bank or M&A boutique stops being a preference and becomes a decision with a price attached, taken against a deadline the other side set.

Owners usually settle that choice on reputation, which is the one input that tells you least about what you will actually receive. Reputation belongs to a house. Your transaction is run by named people, under a mandate letter, for a fee built one way rather than another.

In Belgian law, investment bank is not a status

There is no Belgian licence called investment bank. There are two families of authorisation, and the phrase sits loosely across both. The first is credit institutions, governed by the law of 25 April 2014, which defines them as undertakings whose business is to take deposits or other repayable funds from the public and to grant credit for their own account. Authorisation comes before any activity, and article 5 of that law reserves the public use in Belgium of the terms credit institution, bank and banking to authorised houses and to a defined set of qualifying foreign entities. The word on the door is regulated even where the work behind it is not.

The second family is investment firms. The law of 25 October 2016 on access to the activity of providing investment services sets out what counts: receiving and transmitting orders, executing them, dealing on own account, portfolio management, investment advice, underwriting and placing. Providing any of those professionally requires prior authorisation, as a stockbroking firm or as a portfolio management and investment advice company. The National Bank publishes the lists of authorised credit institutions and the register of investment firms, and you can check a house against those lists yourself in a minute.

Merchant bank and business bank are commercial usages rather than legal regimes, and the regulator looks at the activity performed, never the name above it.

Investment bank or M&A boutique: what each is built to do

Set the options beside each other by what they are engineered to do, not by how they describe themselves.

• An authorised credit institution or stockbroking firm works under supervision, and its machinery exists to issue and place financial instruments with a wide investor base, using a balance sheet and a syndicate.
• An independent M&A boutique, often described as a corporate finance boutique, carries no regulated status for as long as it provides none of the services listed in the 2016 law, and it exists to run a competitive process, negotiate price and warranties, and hold a calendar.
• An accountant registered with the ITAA performs the activities the law of 17 March 2019 reserves to the profession, which is where your figures come from and where they can be explained, though not where a price is fought over.
• Running it yourself is a genuine option on a simple share transfer to a known buyer at an agreed price, and a poor one opposite somebody doing their twentieth deal.

What separates them is internal arithmetic rather than talent. A corporate finance department inside a licensed institution is built around underwriting and placement, and that engine needs a credit committee, a compliance team, an internal legal review and a client acceptance procedure. Those costs barely move with the size of a transaction, while the fee is a percentage of it. Partner time drifts towards the files where the percentage covers the fixed cost. It is arithmetic, not disdain.

Translate that into your own figures. Under article 1:24 of the Belgian Companies and Associations Code, a company is small where it does not exceed more than one of three criteria: fifty employees on annual average, 11 250 000 EUR of turnover and 6 000 000 EUR of balance sheet total, in the amounts that apply to financial years beginning after 31 December 2023, so from 1 January 2024. If that describes your company, you sit below the size those machines were designed for. You can still hire the name. What you are less likely to get is the judgement you thought you were buying, at half past eleven on the evening the warranty cap is argued.

Where your accountant is irreplaceable, and where the position turns against them

The law of 17 March 2019 reserves a list of activities to registered professionals, from organising the accounts to drawing up the annual accounts and advising on tax. On that ground nobody replaces your accountant. They know which contracts carry the margin, which costs are genuinely recurring, which line was flattered one year for cash reasons. That knowledge is the raw material for EBITDA normalisation, and a business that goes to market without it starts a step behind.

The difficulty is positional rather than technical. In due diligence the buyer's team asks whoever prepared the accounts to justify them line by line, so that person defends their own work while the price flowing from it is negotiated. The two jobs pull against each other. A practice sees a sale every few years while a transaction team sees several a year, and what costs money in a negotiation is the reflex nobody has built yet, which is the pattern behind the costly mistakes that surface when a business is sold without an M&A advisor.

The arrangement that works keeps your accountant in the deal team and away from the negotiation. They own the figures, the tax structure and every answer that has to stay consistent with a decade of filed accounts. Somebody else owns the price.

The mandate letter is where your deal team becomes real

Ask who will be in the room, by name. Ask how many files that person carries at once, who drafts the documents, and what happens if they leave the firm halfway through. Then ask for the names to be written into the mandate letter. A house that declines to put them there has given you its answer.

The fee structure tells you the rest. A Belgian mid-market mandate normally mixes a retainer with a success fee, and the balance between the two decides where attention goes once the process becomes uncomfortable. A retainer generous enough to be comfortable removes the urgency you are paying for. A pure success fee makes every deal preferable to no deal, including the one you should walk away from. Read the tail as well: how long after the mandate ends the success fee still bites, and on which buyers, because that clause outlives the relationship.

Sequence the work, and choose the adviser once the shape of the transaction is clear rather than before. Valuation and preparation come ahead of going to market. Deciding which kind of acquirer you are aiming at comes ahead of writing the information memorandum, because a strategic buyer and a financial buyer read the same file looking for different things, and an offer of investment instruments to the public brings its own disclosure regime. The preparation order for a disposal is set out in how to prepare a Belgian sell-side process, and if your subject is a round rather than a sale, the same discipline applies to choosing a fundraising advisor for your round.

How dups approaches this

dups works in the space the two extremes leave empty. The financial and the legal work sit in one team, which in practice means the person who builds the bridge from enterprise value to equity value is the person who negotiates the clause that depends on it. No handover between two firms, each of them free to blame the other's assumptions.

Full Deal Execution covers the transaction from strategy to closing, and we take ten a year, selected through an investment committee. That ceiling is the reason a partner is in the room on the evening the terms are settled. Where the need is narrower, Specialist Support takes one piece of it: a valuation, a financial model, investor materials, an equity incentive plan, the negotiation or the documentation. Our network reaches European and US funds, Belgian family offices and private investors, from Brussels, Ghent and Antwerp, and our sell-side mandates include DRA Group in 2025.

If you are weighing a licensed institution against a boutique, or against keeping the work in-house, the quickest way to settle it is an hour on the transaction actually in front of you, with no obligation, through our contact page. By the end of that hour you will know what your file requires, which occasionally means we tell you the people already around you can carry it.

Questions founders ask

Do I need an investment bank to sell my company in Belgium?

Rarely, if your transaction is a share transfer rather than a public issue of securities. A licensed institution earns its authorisation on underwriting and placement. Selling a Belgian company needs a competitive process, a defensible set of figures and hard negotiation on price and warranties, and none of that requires a banking licence. Choose on the team you actually get.

How do I check whether an adviser is authorised?

Ask in writing which services the house provides and under which status. Authorisation attaches to the activities listed in the law of 25 October 2016, not to the wording on a website. The National Bank publishes the lists of authorised credit institutions and the register of investment firms, so you can verify any name yourself before you sign anything.

How is an M&A adviser paid if the deal does not close?

Usually through a retainer that continues regardless, with the larger part payable only on completion. Read three things before you sign: what the retainer buys each month, how the success fee is calculated, and how long the tail runs after the mandate ends. That tail decides who owes what if a buyer introduced during the mandate returns a year later.

Pierre-Alexis Leonard, CEO at dups